THIS ASSOCIATE MEMBERSHIP AGREEMENT, dated as of ____________, 2___, by and between THE INDEPENDENT CITIES FINANCE AUTHORITY (the “Authority”) and the CITY OF __________________, a municipal corporation and city duly organized and existing under the laws of the State of California (the “City”);

WITNESSETH:

WHEREAS, certain cities of the State of California (collectively, the “Members”) have entered into a Joint Powers Agreement Creating the Independent Cities Finance Authority (the “Agreement”), establishing the Authority and prescribing its purposes and powers, and providing, among other things, for associate members of the Authority (an “Associate Member”);

WHEREAS, the Authority has been formed for the purpose, among others, of assisting its Members and Associate Members in the raising of capital to finance the capital improvement needs of Local Agencies (as defined in the Joint Powers Agreement), to provide for home mortgage financing with respect to those Members or Associate Members that are either a city or a county of the State of California, to provide financing in connection with the improvement, construction, acquisition, creation, rehabilitation and preservation of affordable housing within the boundaries of the Members and Associate Members, and to provide financing in accordance with the provisions of applicable law in connection with other projects and programs that are in the public interest and which benefit Members and Associate Members including making loans to tax-exempt organizations from the proceeds of mortgage revenue bonds to finance the acquisition of multi-family rental housing, including mobilehome parks, under the provisions of Chapter 8 of Part 5 of Division 31 (commencing with Section 52100) of the Health and Safety Code (the “Nonprofit Financing Law”);

WHEREAS, the City desires to become an Associate Member of the Authority;

WHEREAS, the Board of Directors of the Authority has determined that the City should become an Associate Member of the Authority;

NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Authority and the City do hereby agree as follows:

Section 1. Associate Member Status. The City is hereby made an Associate Member of the Authority for all purposes of the Agreement and the Bylaws of the Authority, the provisions of which are hereby incorporated herein by reference. From and after the date of execution and delivery of this Associate Membership Agreement by the City and the Authority, the City shall be and remain an Associate Member of the Authority.

Section 2. Restrictions and Rights of the City. The City shall not have the right, as an Associate Member of the Authority, to vote on any action taken by the Board of Directors or by the Authority. In addition, no officer, employee or representative of the City shall have any right to become an officer or director of the Authority.

Section 3. Effect of Prior Authority Actions. The City hereby agrees to be subject to and bound by all actions previously taken by the Board of Directors of the Authority to the same extent as the Members of the Authority are subject to and bound by such actions.

Section 4. No Obligations of the City. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the City.

Section 5. Execution of the Agreement. Execution of this Associate Membership Agreement shall satisfy the requirements of Article 27 of the Agreement and Article XII of the Bylaws of the Authority for participation by the City in all programs and other undertakings of the Authority, including, without limitation, any Home Mortgage Financing Program (as defined in the Agreement), any financing under the Nonprofit Financing Law, any undertaking to finance the acquisition, construction, installation and/or equipping of public capital improvements, and any other financing program.

IN WITNESS WHEREOF, the parties hereto have caused this Associate Membership Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above.

INDEPENDENT CITIES FINANCE AUTHORITY

By:_________________________________

Title:________________________________

Attest: ____________________________

(Secretary)

CITY OF ___________________, CALIFORNIA

By:_________________________________

Title:________________________________

Attest: ____________________________

(City Clerk)

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ICFA was the driving force behind the execution of Downey Regional Medical Center’s successful bankruptcy exit. There were literally hundreds of moving piece, and ICFA made sure all the appropriate disclosures, filings, and agreements were well drafted, agreed to, and executed in a timely manner.Rob Fuller , Executive VP and COO of Downey Regional Medical Center